EXHIBIT 10.15
                             ELEVENTH AMENDMENT
                                   OF THE
              EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
                          OF GIANT INDUSTRIES, INC.
                          AND AFFILIATED COMPANIES
  
  
       Effective as of July 1, 1987, Giant Industries, Inc., an Arizona
  corporation, and Ciniza Pipe Line, Inc., a New Mexico Corporation,
  amended and restated the Joint Profit Sharing Plan and Trust Agreement
  of Giant Industries, Inc., Giant Western Service Stations, Inc., and
  Ciniza Pipe Line Inc., as the Employee Stock Ownership Plan and Trust
  Agreement of Giant Industries, Inc. and Affiliated Companies (the
  "Plan").  Effective as of July 1, 1987, the Plan was adopted by Ciniza
  Production Company, a New Mexico corporation ("Ciniza"), and by J.E.A.
  Company, Inc., an Arizona corporation.  
  
       Effective as of September 28, 1989, Ciniza Pipe Line Inc. was
  merged into Giant Industries, Inc., an Arizona corporation.  Effective
  as of October 12, 1989, J.E.A. Company, Inc. was merged into Giant
  Industries, Inc. and Giant Industries, Inc. changed its name to Giant
  Industries Arizona, Inc. ("Giant Arizona").
  
       On October 15, 1989, Giant Arizona entered into an Agreement and
  Plan of Reorganization with Hixon Development Company, a Texas
  corporation, ("Hixon") contemplating a merger whereby Giant Arizona and
  Hixon would become wholly owned subsidiaries of Giant Industries,
  Inc., a Delaware corporation ("Giant").  The stock of Giant became
  publicly traded on December 15, 1989, and the merger was consummated on
  December 21, 1989.
  
       Effective as of December 21, 1989, the Plan was adopted by Giant
  and by Hixon.  The name of Hixon was changed to Giant Exploration &
  Production Company, a Texas corporation ("E&P"), effective June 12,
  1990.  Giant, Giant Arizona, E&P, Ciniza, Giant Stop-N-Go of New
  Mexico, a New Mexico corporation, and Giant Four Corners, Inc., an
  Arizona corporation, and such other entities described in section 1.14
  of the Plan are hereinafter collectively referred to as the "Employer". 
  Under Section 11.1 of the Plan, Giant has been granted the right to
  amend the Plan in whole or in part at any time and from time to time,
  subject to certain restrictions set forth in the Plan, on behalf of the
  Employer.
  
       NOW THEREFORE, Giant deems it advisable to amend the Plan in the
  manner hereinafter set forth and hereby adopts this tenth amendment.
  
       Pages 1.11 - 1.23 of Article I of the existing Plan is removed and
  replaced by the attached Pages 1.11 - 1.23 of Article I which is
  incorporated herein by this reference.  
  
       The terms used in this Eleventh Amendment which are defined in the
  Plan shall have the same meaning given to such terms in the Plan.
  
       Except as modified by this Eleventh Amendment, the Plan shall
  continue in full force and effect and the Plan and all  amendments
  thereto shall be read, taken and construed as one and the same
  document. 
  
       Executed on the 24 day of March, 1998, to be effective as of
  July 1, 1999, unless otherwise specified on the relevant replacement
  page.
  
  
  
  FOR THE EMPLOYER:              ADMINISTRATIVE COMMITTEE:
  
                                 /s/ Kim H. Bullerdick
  GIANT INDUSTRIES, INC.         --------------------------------
  A Delaware Corporation         Kim H. Bullerdick
  
  By /s/ Monte N. Swetnam        /s/ Gary R. Dalke
  --------------------------     --------------------------------
  Monte N. Swetnam               Gary R. Dalke
  
  By                             /s/ Charley F. Yonker
  --------------------------     --------------------------------
                                 Charles F. Yonker
  
  
  
                                 TRUSTEE:
  
                                 WELLS FARGO BANK, N.A.
  
                                 By:
                                   ------------------------------
                                   Its:  Vice President
                                      ---------------------------
  
  
  <PAGE>
  <PAGE>
  Thriftway before May 28, 1997, but only if such employee was
  employed by Thriftway on May 27, 1997 and became an Employee of the
  Employer on or about May 28, 1997 in connection with the sale of
  assets of Thriftway and certain related entities to the Employer,
  (vii) effective as of January 1, 1998, all service by an employee of
  Phoenix Fuel Co., Inc. ("Phoenix Fuel") for service with Phoenix
  Fuel or an affiliate or predecessor employer of Phoenix Fuel to the
  extent service was credited to such employee on June 3, 1997 under
  the Phoenix Fuel Co., Inc. Section 401(k) Savings Plan as of June 3,
  1997, but only if such employee was employed by Phoenix Fuel on June
  2, 1997, and became an Employee of the Employer on June 3, 1997, in
  connection with the sale of the stock of Phoenix Fuel to the
  Employer, and (viii) effective as of July 1, 1999, all service by an
  employee of Kaibab Industries, Inc. ("Kaibab") for services with
  Kaibab or an affiliate or predecessor employer of Kaibab to the
  extent service was credited to such employee on the day he became an
  Employee of the Employer, and only if such employee was employed by
  Kaibab immediately before becoming an Employee of the Employer and
  became an Employee of the Employer on or after May 21, 1998, and on
  or before December 31, 1998, in connection with the sale of certain
  assets of Kaibab to the Employer.
  
           1.15 "EMPLOYER REAL PROPERTY" shall mean real property (and
  related personal property) which is leased to an Employer or to an
  affiliate of such Employer as defined under Section 407(d)(7)
  
  
  
                                -1.11-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
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  of ERISA.  Employer Real Property shall be deemed to be acquired by
  the Plan on the date on which the Plan acquires the property or on
  the date on which a lease from the Plan to the Employer (or
  affiliate) is entered into, whichever is later.
  
             1.16 "EMPLOYER STOCK" prior to December 21, 1989, shall
  mean shares of common stock of Giant Industries Arizona, Inc., an
  Arizona corporation, having a combination of voting power and
  dividend rights equal to or in excess of that class of common stock
  having the greatest voting power and that class of stock having the 
  greatest dividend rights, and on or after December 21, 1989 shall 
  mean shares of common stock issued by Giant Industries, Inc., a 
  Delaware corporation.  Any valuation of Employer Stock prior to 
  December 21, 1989, and any valuation in the event shares of common 
  stock of Giant Industries, Inc. cease to be readily tradable on an 
  established securities market after December 21, 1989, shall be 
  performed by an independent appraiser who meets the requirements of 
  Code Section 410(a)(28)(c).
  
             1.17 "ERISA" shall mean the Employee Retirement Income
  Security Act of 1974, as amended from time to time.
  
             1.18 "EXEMPT LOAN" shall mean an exempt loan within the
  meaning of Code Section 4975(d)(3) and Treasury Regulations Section
  54.4975-7(b)(iii), the requirements of which are more fully set 
  forth in Section 9.2.
  
  
  
                                -1.12-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
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  <PAGE>
             1.19  "FIDUCIARY" shall mean, in accordance with Section
  3(21) of ERISA, any person who exercises any discretionary authority
  or discretionary control respecting management of the Plan or any
  authority or control respecting management or disposition of Plan
  assets, who renders investment advice for a fee or other
  compensation (direct or indirect) with respect to  Plan assets or
  who has any authority or responsibility to do so, and any person who
  has any discretionary authority or discretionary responsibility in
  the administration of the Plan.  The term Fiduciary shall be
  construed as including the term "Named Fiduciary" as defined in
  Section 402(a)(2) of ERISA with respect to those Fiduciaries who are
  identified in the Plan as "Named Fiduciaries".
  
             1.20  "FISCAL YEAR" shall mean the year beginning on
  January 1 and ending on December 31, and such Fiscal Year shall be
  the plan year for all purposes under ERISA and the Code.
  
             1.21  "FORMER PARTICIPANT" shall mean a Participant whose
  employment with the Employer has terminated but who has vested
  Accounts under the Plan which have not been paid in full and which
  continue to participate in the increase or decrease in Plan assets
  including, for any Former Participant on or after December 21, 1989,
  any increase or decrease in Employer Stock.
  
             1.22  "GIANT" means Giant Industries, Inc., a Delaware
  corporation.
  
  
                                -1.13-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
             1.23  "GIANT ARIZONA" means Giant Industries Arizona,
  Inc., an Arizona corporation.
  
             1.24  "HIGHLY COMPENSATED EMPLOYEE" means, effective for
  any Fiscal Year beginning on or after January 1, 1987,  any Employee
  who is a highly compensated employee as defined in Code Section
  414(q) and the applicable Treasury regulations.  Generally, any
  Employee is considered a Highly Compensated Employee if during the
  Determination Year or the Look-Back Year such Employee:
  
             (a)  was a "5% owner" as defined in Code Section
                  416(i)(B)(i) (i.e. who owns (or is treated as
                  owning) more than five percent (5%) of the
                  outstanding stock of the Employer or stock
                  possessing more than five percent (5%) of the total
                  combined voting power of all stock of the Employer
                  or, in the case of an unincorporated business, any
                  person who owns more than five percent (5%) of the
                  capital or profits interest in the Employer.)  In
                  determining percentage ownership hereunder,
                  employers that would otherwise be aggregated under
                  Code Sections 414(b), (c) and (m) shall be treated
                  as separate employers;
  
             (b)  received Section 415 Compensation from the Employer
                  in excess of $75,000;
  
  
                                -1.14-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  
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             (c)  received Section 415 Compensation from the Employer
                  in excess of $50,000 and was in the "Top-Paid
                  Group."  An Employee is in the Top-Paid Group if
                  such Employee is in the group consisting of the top
                  twenty percent (20%) of Employees when ranked on the
                  basis of Section 415 Compensation (as adjusted
                  below); or 
  
             (d)  was an officer of the Employer whose Section 415
                  Compensation (as adjusted below) is greater than
                  $45,000 (or such other amount which is equal to
                  fifty percent (50%) of the amount specified in Code
                  Section 415(b)(1)(A) for the calendar year in which
                  the Determination Year or the Look-Back Year begins.
  
             For purposes of this Section, the Determination Year
  shall be the Plan Year in which testing is being performed.  The
  Employer has elected to treat the calendar year ending with or
  within the Determination Year as the Look-Back Year as provided for
  in Treasury regulations.  Solely for purposes of identifying Highly
  Compensated Employees under the terms of this Section and Code
  Section 414(q), Section 415 Compensation means Section 415
  Compensation as defined in Section 3.1(b) plus amounts described
  under Code Sections 125, 402(e)(3) (formerly 402(a)(8)) or
  402(h)(1)(B) that are otherwise excluded from Section 415
  Compensation; and the dollar threshold amount specified in
  
  
                                -1.15-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  
  <PAGE>
  <PAGE>
  subsections (b) and (c) of this Section shall be adjusted at such
  time and in such manner as is provided in the Code.
  
             The term "Highly Compensated Employee" also includes a
  former Employee who separated from service (or has a deemed
  separation from service as determined under Treasury regulations)
  prior to the Determination Year, performs no services for the
  Employer during the Determination Year, and was a Highly Compensated
  Employee either for the Look-Back Year or any Determination Year
  ending on or after his 55th birthday.
  
             The Committee shall make the determination of who is a
  Highly Compensated Employee, including the determination of the
  number and identity of the Top-Paid Group, the number of officers
  includible in subsection (d), the number and identity of former
  Employees considered to be Highly Compensated Employees, the
  identity of "Excluded Employees," and Section 415 Compensation, in a
  manner consistent with Code Section 414(q).
  
             For purposes of this Section, an "Excluded Employee" is
  defined under Code Section 414(q)(8) and generally includes (i)
  Employees who have not completed six (6) months of service; (ii)
  Employees who normally work less than 17 1/2 hours per week; (iii)
  Employees who normally work during not more than six (6) months
  during any Determination Year; (iv) Employees who have not attained
  age 21; and (v) employees who are included in a unit of employees
  covered by a collective bargaining agreement.  The number of
  
                                -1.16-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
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  <PAGE>
  officers taken into account under subsection (d) will not exceed the
  greater of 3 or 10% of the total number of Employees (after
  subtracting Excluded Employees) but will not exceed 50 officers.  If
  no Employee satisfies the dollar threshold amount in subsection (d)
  for the relevant Fiscal Year, the Committee will treat the highest
  paid officer as satisfying subsection (d) for that Fiscal Year.  
  
             For purposes of applying any nondiscrimination test in a
  manner consistent with the applicable Treasury regulations, the
  Committee will treat as a single Highly Compensated Employee any
  Highly Compensated Employee, who is a 5% owner or is one of the 10
  Highly Compensated Employees with the greatest Section 415
  Compensation for the Determination Year, and his spouse, lineal
  ascendants or descendants or spouses of lineal ascendants or
  descendants even if such family members are Highly Compensated
  Employees in their own right.
  
             1.25  "HIXON" shall mean Hixon Development Company, a
  Texas corporation.
  
  
  
  
  
  
  
  
  
                                -1.17-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
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             1.26  "HOUR OF SERVICE" shall mean each hour for which
  the Employee is directly or indirectly paid or entitled to payment
  by the Employer for performance of duties for the Employer including
  each hour for which back pay, irrespective of mitigation of damages,
  has been either awarded or agreed to by the Employer, and including
  each hour for which payment is made or payable to the Employee for
  periods during which the Employee is on an Employer approved leave
  of absence for vacation, jury, sick, or disability leave, or
  military service.  Hours of Service shall also include hours during
  such additional periods of service as may be required pursuant to
  Department of Labor regulations.  Hours for nonperformance of duties
  shall be credited in accordance with DOL Regulations Section
  2530.200b-2(b).  Hours shall be credited to the applicable
  computation period in accordance with DOL Regulations Section
  2530.200b-2(c).
  
             1.27  "INELIGIBLE PARTICIPANT" shall mean, for purposes
  of allocating Section 1042 Employer Stock, (a) a Participant who is
  a more than twenty-five percent (25%) owner (or a Participant who is
  treated under Code Section 409(n) as a more than twenty-five 
  percent (25%) owner) of any class of outstanding stock of Giant
  Industries, Inc. (or prior to December 21, 1989, of Giant 
  Industries Arizona, Inc.) or of the total value of any class of
  outstanding stock of Giant Industries, Inc. (or prior to December
  21, 1989, of Giant Industries Arizona, Inc.) whether he has elected
  
  
  
                                -1.18-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
  nonrecognition of gain under Section 1042 of the Code or not, or
  (b) a Participant (or a Participant who is related within the
  meaning of Code Section 409(n) to a Participant) who has elected
  nonrecognition of gain under Section 1042 of the Code in connection
  with the sale of Employer Stock to the Plan.  A Participant who is
  described in Section 1.27(b) but not in Section 1.27(a) shall be an
  "Ineligible Participant" only for the period beginning on the date
  on which the Employee Stock for which he elected Code Section 1042
  treatment was sold to the Plan and ending on the later of (1) the
  date which is ten (10) years after the date of such sale or (2) the
  date on which any allocation under the Plan is made which is
  attributable to the final payment of any indebtedness incurred by
  the Plan in connection with such sale.
  
             1.28  "INVESTMENT MANAGER" shall mean a fiduciary (other
  than a Trustee or Named Fiduciary) designated by the Committee under
  this Plan to whom has been delegated the power to manage, acquire or
  dispose of all or any of the assets of the Plan, who is registered
  as an investment advisor under the Investment Advisers  Act of 1940,
  is a bank as defined under the Investment Advisers Act of 1940 or is
  an insurance company qualified to manage, acquire, or dispose of
  assets under the laws of more than one State, and who has
  acknowledged in writing that he is a fiduciary with respect to the
  management, acquisition and control of Plan assets.
  
  
  
  
                                -1.19-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
             1.29  "PARTICIPANT" shall mean any Employee of the
  Employer who becomes eligible for participation in accordance with
  the provisions of this Plan.
  
             1.30  "PLAN" shall mean the qualified stock bonus plan
  and trust set forth in this Agreement, which is intended to be a
  qualified employee stock ownership plan and trust.
  
             1.31  "QUALIFYING EMPLOYER REAL PROPERTY" shall mean
  Employer Real Property:
  
                   (a)  if a substantial number of the parcels are
  dispersed geographically;
  
                   (b)  if each parcel of real property and the
  improvements thereon are suitable (or adaptable without excessive
  cost) for more than one use;
  
                   (c)  even if all such real property is leased to
  one lessee (which may be an employer, or an affiliate of an
  employer); and
  
                   (d)  if the acquisition and retention of such
  property comply with the provisions of this part of ERISA (other
  than section 404(a)(1)(B) to the extent it requires diversification,
  and sections 404(a)(1)(C), 406, and subsection (a) of this section). 
  
             1.32  "SECTION 1042 EMPLOYER STOCK" shall mean Employer
  Stock acquired by the Plan prior to December 21, 1989 in a
  transaction which qualified for nonrecognition of gain under Code
  
  
                                -1.20-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
  Section 1042.
  
             1.33  "SECTION 1042 EMPLOYER STOCK ACCOUNT" shall mean
  the account used to reflect an interest in Section 1042 Employer
  Stock.
  
             1.34  "SUSPENSE ACCOUNT" shall mean the account used to
  hold Employer Stock purchased pursuant to Article IX of the Plan
  with the proceeds of an Exempt Loan, prior to allocation of such
  stock to the Accounts of Participants under the Plan.
  
             1.35  "TEMPORARY STOCK ACCOUNT" shall mean the interim
  account used to hold Employer Stock purchased by the Trustee, other
  than Employer Stock purchased pursuant to Article IX of the Plan
  with the proceeds of an Exempt Loan, and to hold Employer Stock
  contributed to the Plan by the Employer, prior to the allocation of
  such stock to the Accounts of Participants each Fiscal Year in
  accordance with Sections 4.4(a), 4.7(a) and 4.7(c).
  
             1.36  "TRUST" or "TRUST FUND" shall mean the trust which
  is established herein to hold and invest contributions made under
  this Plan.
  
             1.37  "TRUSTEE" shall mean the one or more individuals,
  banks, trust companies or other financial institutions, which are
  appointed in accordance with Article VIII to hold and manage the
  assets of the Trust.
  
             1.38  "UNION EMPLOYEE" shall mean any person employed by
  Employer who is a member of a unit of employees covered by any
  collective bargaining agreement between employee representatives
  
                                -1.21-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
  and the Employer, wherein retirement benefits were the subject of
  good faith bargaining between the parties thereto, unless said
  agreement provides for participation in this Plan.
  
             1.39  "UNRESTRICTED EMPLOYER STOCK" shall mean Employer
  Stock which was not acquired in a transaction qualifying for
  nonrecognition of gain under Section 1042 of the Code.
  
             1.40  "UNRESTRICTED EMPLOYER STOCK ACCOUNT" shall mean
  the account used to reflect an interest in Unrestricted Employer
  Stock.
  
             1.41  "VALUATION DATE" shall mean the last day of each
  Fiscal Year unless otherwise specifically indicated.
  
             1.42  "YEAR OF SERVICE" shall mean, for purposes of
  eligibility under the Plan, the twelve (12) consecutive month period
  commencing on 
  
                   (a)  the first day the Employee completes an Hour
  of Service, or
  
                   (b)  if the Employee incurs a Break in Service, the
  first day the Employee completes an Hour of Service after such Break
  in Service, and, each succeeding twelve (12) consecutive month
  period beginning on anniversaries of that date during which the
  Employee completes at least one thousand (1,000) Hours of Service. 
  The twelve (12) consecutive month period determined under this
  Section for the calculation of a Year of Service for eligibility
  shall be the Eligibility Computation Period.
  
             1.43  "YEAR OF SERVICE" shall mean, for purposes of vesting 
  
                                -1.22-
                                                   (Replacement Page,
                                                   Eleventh Amendment)
  <PAGE>
  <PAGE>
  under the Plan, the Fiscal Year
  
               (a)  during which a Participant first completed an Hour
  of Service either as an Employee or as a Union Employee; or 
  
               (b)  if an Employee or a Union Employee incurs a Break
  in Service, the Fiscal Year during which the Employee or Union
  Employee completes an Hour of Service after such Break in Service, 
  and each succeeding Fiscal Year during which an Employee or a Union
  Employee completes at least one thousand (1,000) Hours of Service;
  provided, however, that any Employee or a Union Employee hired on or
  before June 30, 1993 who becomes a Participant under the terms of
  Section 2.1 prior to the Seventh Amendment shall be credited in all
  events with one Year of Service for the Fiscal Year in which such
  Employee or Union Employee becomes a Participant.  The Fiscal Year
  shall be the Vesting Computation Period.
  
  
  
   
  
  
  
  
  
  
  
  
                               -1.23-
                                                   (Replacement Page,
                                                   Eleventh Amendment)